The short answer
A Belgian company "in liquidation" (in vereffening, en liquidation) has been dissolved and exists only to be wound up: a liquidator sells the assets, pays the debts in order of priority and distributes what is left to the shareholders. Dissolution can be voluntary, decided by the general meeting; automatic, for example when a fixed term ends; or judicial, ordered by the enterprise court, including for companies that do not file their annual accounts. Solvent companies can dissolve and close the liquidation in a single notarial deed if all debts are paid and all shareholders agree unanimously. You see it in the company's KBO status and in the Official Gazette. For a supplier, a liquidation means new business stops and existing claims are paid only from what the liquidator realises.
This is general information for sales and credit teams, not legal advice.
How a company ends up in liquidation
The Code of Companies and Associations (article 2:70 and following) sets three routes to dissolution:
Voluntary. The general meeting decides to dissolve, under the conditions required to amend the articles of association, and appoints one or more liquidators.
By law. For example when a company set up for a fixed term reaches the end of that term.
Judicial. The enterprise court dissolves the company at the request of an interested party or the public prosecutor, or after a referral by the chamber for enterprises in difficulty. According to bar association and law-firm summaries, not filing annual accounts can be enough, and the court generally grants at least three months to put things right first.
Dissolution and liquidation in one deed
Since the reform of company law, a company can dissolve and close its liquidation in a single notarial deed, without appointing a liquidator, if all debts to third parties have been paid or the money to pay them has been set aside, and all shareholders are present or represented and agree unanimously (article 2:80, according to professional commentary). The company then disappears at once. For a supplier, it usually means there was nothing left to claim.
What the liquidator does
Takes over the management of the company and represents it, including in court.
Sells the assets and collects what the company is owed.
Pays the debts, preferred and secured creditors before ordinary ones.
Distributes any surplus to the shareholders.
The liquidation runs under the supervision of the enterprise court, even when the shareholders started it voluntarily. From the dissolution onwards, the company's documents must state that it is in liquidation.
How to see that a company is in liquidation
KBO legal status | Meaning |
|---|---|
Early dissolution, liquidation (voluntary dissolution) | The shareholders decided to wind up the company |
Dissolution by law on expiry of the term | A fixed-term company reached its end date |
Judicial dissolution or nullity | The court dissolved the company |
Closure of liquidation | The liquidation is finished; the company no longer exists |
Reopening of the liquidation | A closed liquidation was reopened |
These statuses come from the legal-situation field of the Crossroads Bank for Enterprises, visible in KBO Public Search. The dissolution decision, the appointment of the liquidator and the closure are published in the Official Gazette. How to search the Official Gazette and the Belgian company register guide show where to look.
What a supplier or salesperson should do
Stop new credit. The liquidator, not the old management, decides; new orders from a company in liquidation are unusual and should be prepaid.
Contact the liquidator about open invoices. Their name is in the Official Gazette publication. Claims are paid only from what the liquidation realises, after preferred creditors.
Update your CRM. Mark the account and its contacts; the people may move to other companies, which can be a new lead.
Do not confuse it with reorganisation. A company in judicial reorganisation is trying to continue; one in liquidation is closing. What judicial reorganisation means explains the difference.
Frequently asked questions
What does "in liquidation" mean for a Belgian company? The company has been dissolved and continues only to be wound up: a liquidator sells the assets, pays the debts and distributes any surplus to the shareholders.
Is liquidation the same as bankruptcy? No. A bankruptcy is declared by the court for a company that can no longer pay, and a curator manages it. A liquidation is usually decided by the shareholders, often for a company that can still pay its debts, and a liquidator manages it.
Can a company be dissolved for not filing its accounts? Yes. The enterprise court can dissolve a company that does not file its annual accounts, usually after granting a period to regularise.
How do I claim an unpaid invoice from a company in liquidation? Contact the liquidator named in the Official Gazette publication and submit your claim. It is paid from what the liquidation realises, after preferred and secured creditors.
Photo: the Grand Place in Tournai with the Saint-Quentin church and gabled townhouses, Michielverbeek, CC BY-SA 4.0, via Wikimedia Commons